Attached files
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8-K/A - AMENDMENT TO FORM 8-K - Ascent Capital Group, Inc. | a13-20906_18ka.htm |
EX-99.5 - EX-99.5 - Ascent Capital Group, Inc. | a13-20906_1ex99d5.htm |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements have been prepared from the historical financial statements of Ascent Capital Group, Inc. (Ascent or the Company) and Security Networks, LLC (Security Networks) to give effect to the acquisition of Security Networks and certain affiliated entities (the Acquisition) by the Companys wholly-owned operating subsidiary, Monitronics International, Inc. (Monitronics). The unaudited pro forma condensed consolidated financial statements also give effect to the following financing transactions which were entered into to fund the Acquisition (these financing transactions, together with the Acquisition, are collectively referred to as the Transactions):
· Ascents July issuance of $103.5 million of 4% Senior Convertible Notes due 2020;
· Ascents July concurrent but separately negotiated hedge transactions (the Bond Hedge Transactions) and warrant transactions (the Warrant Transactions) as described in more detail in Ascents Current Report on Form 8-K filed on July 17, 2013 with the Securities and Exchange Commission (the July 17, 2013 8-K);
· Monitronics July issuance of $150 million of additional 9.125% Senior Notes (New Senior Notes) due 2020 (in connection with the merger of Monitronics with Monitronics Escrow Corporation on August 16, 2013, as described in more detail in Ascents July 17, 2013 8-K); and
· Monitronics Incremental Term Loan of $225 million issued under Monitronics existing credit facility.
The unaudited pro forma condensed statements of operations for the fiscal year ended December 31, 2012 and for the six months ended June 30, 2013 give effect to the Transactions as if they were consummated on January 1, 2012. The unaudited pro forma condensed balance sheet as of June 30, 2013 gives effect to the Transactions as if they were consummated on June 30, 2013. The unaudited pro forma consolidated information has been derived from (i) the audited consolidated financial statements of each of Security Networks and the Company for the year ended December 31, 2012 and (ii) the unaudited consolidated financial statements of each of Security Networks and the Company as of and for the three and six months ended June 30, 2013 incorporated by reference herein.
The unaudited pro forma consolidated financial information has been presented for informational purposes only and does not purport to represent, and is not necessarily indicative of, what our financial position or results of operations would have been had the Transactions been completed as of January 1, 2012 and June 30, 2013, as applicable, and should not be taken as representative of our future consolidated financial position or results of operations. This information is only a summary and should be read in conjunction with the accompanying notes to the unaudited pro forma condensed consolidated financial statements and our historical consolidated financial statements and related notes thereto and Security Networks historical consolidated financial statements and related notes thereto incorporated by reference herein .
The Acquisition will be accounted for as a business combination utilizing the purchase accounting method in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations. The pro forma information presented below, including the purchase price and allocation of purchase price, is based on estimates of the fair values of assets acquired and liabilities assumed, available information as of the date of this report and management assumptions, and may be revised as additional information becomes available. The final purchase price and purchase price allocation is dependent upon, among other things, the finalization of the asset and liability valuations by our independent appraisal firm. Any post-closing adjustments may change the purchase price or the allocation of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed consolidated financial information, including a change to goodwill. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2012 has been revised from the preliminary pro forma financial information included in previous filings due to changes in estimates associated with the allocation of purchase price.
The historical consolidated financial information has been adjusted to give effect to pro forma events that are (a) directly attributable to the Transactions, (b) factually supportable, and (c) with respect to the statements of income, expected to have a continuing impact on the combined results.
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2013
(Amounts in thousands)
|
|
Ascent |
|
Security Networks |
|
Pro Forma |
|
Pro Forma Condensed |
| |
Assets |
|
|
|
|
|
|
|
|
| |
Current assets: |
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
$ |
84,149 |
|
1,886 |
|
(24,799 |
)(1) |
61,236 |
|
Restricted cash |
|
2,640 |
|
|
|
|
|
2,640 |
| |
Marketable Securities, at fair value |
|
141,438 |
|
|
|
|
|
141,438 |
| |
Trade Receivable, net of allowance for doubtful accounts |
|
12,114 |
|
1,636 |
|
|
|
13,750 |
| |
Parts inventory |
|
|
|
477 |
|
|
|
477 |
| |
Deferred income tax assets, net |
|
3,780 |
|
|
|
|
|
3,780 |
| |
Income taxes receivable |
|
49 |
|
|
|
|
|
49 |
| |
Prepaid and other current assets |
|
12,595 |
|
704 |
|
250 |
(7) |
13,549 |
| |
Assets held for sale |
|
6,119 |
|
|
|
|
|
6,119 |
| |
Total current assets |
|
262,884 |
|
4,703 |
|
(24,549 |
) |
243,038 |
| |
|
|
|
|
|
|
|
|
|
| |
Property and equipment, net of accumulated depreciation |
|
54,743 |
|
2,104 |
|
(700 |
)(2) |
56,147 |
| |
Subscriber accounts, net of accumulated amortization |
|
1,020,664 |
|
239,651 |
|
68,049 |
(3) |
1,328,364 |
| |
Dealer network and other intangible assets, net of accumulated amortization |
|
24,813 |
|
|
|
48,500 |
(3) |
73,313 |
| |
Goodwill |
|
349,227 |
|
54,629 |
|
119,095 |
(4) |
522,951 |
| |
Other assets, net |
|
25,410 |
|
8,457 |
|
705 |
(5) |
34,572 |
| |
Assets of discontinued operations |
|
54 |
|
|
|
|
|
54 |
| |
Total assets |
|
$ |
1,737,795 |
|
309,544 |
|
211,100 |
|
2,258,439 |
|
|
|
|
|
|
|
|
|
|
| |
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
| |
Current liabilities: |
|
|
|
|
|
|
|
|
| |
Accounts payable |
|
$ |
5,398 |
|
1,645 |
|
3,528 |
(6) |
10,571 |
|
Accrued payroll and related liabilities |
|
3,372 |
|
513 |
|
|
|
3,885 |
| |
Other accrued liabilities |
|
28,217 |
|
4,107 |
|
5,173 |
(7) |
37,497 |
| |
Deferred revenue |
|
9,704 |
|
3,778 |
|
(2,569 |
)(8) |
10,913 |
| |
Purchase holdbacks, including amounts due on acquired contracts short-term |
|
15,725 |
|
2,681 |
|
|
|
18,406 |
| |
Current portion of long-term debt |
|
6,905 |
|
|
|
|
|
6,905 |
| |
Liabilities of discontinued operations |
|
6,907 |
|
|
|
|
|
6,907 |
| |
Total current liabilities |
|
76,228 |
|
12,724 |
|
6,132 |
|
95,084 |
| |
|
|
|
|
|
|
|
|
|
| |
Long-term debt |
|
1,119,201 |
|
237,972 |
|
200,068 |
(9) |
1,557,241 |
| |
Derivative financial instruments |
|
2,663 |
|
|
|
|
|
2,663 |
| |
Deferred income tax liability, net |
|
8,346 |
|
|
|
|
|
8,346 |
| |
Due on acquired contracts long-term |
|
|
|
6,552 |
|
|
|
6,552 |
| |
Other liabilities |
|
5,463 |
|
|
|
13,097 |
(6) |
18,560 |
| |
Total liabilities |
|
1,211,901 |
|
257,248 |
|
219,297 |
|
1,688,446 |
| |
Commitments and contingencies |
|
|
|
|
|
|
|
|
| |
Stockholders equity |
|
525,894 |
|
52,296 |
|
(8,197 |
)(10) |
569,993 |
| |
Total liabilities and stockholders equity |
|
$ |
1,737,795 |
|
309,544 |
|
211,100 |
|
2,258,439 |
|
See accompanying notes to the condensed consolidated financial statements.
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2013
(Amounts in thousands)
|
|
Ascent |
|
Security Networks |
|
Pro Forma |
|
Pro Forma Condensed |
| |
|
|
|
|
|
|
|
|
|
| |
Net Revenue |
|
$ |
202,431 |
|
48,407 |
|
|
|
250,838 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |
Cost of Services |
|
30,796 |
|
7,747 |
|
|
|
38,543 |
| |
Selling, general, and administrative |
|
41,246 |
|
14,612 |
|
(1,493 |
)(6) |
54,365 |
| |
Amortization of subscriber accounts, dealer network and other intangible assets |
|
90,313 |
|
15,013 |
|
11,327 |
(3) |
116,653 |
| |
Depreciation |
|
4,055 |
|
621 |
|
(621 |
)(2) |
4,055 |
| |
Loss (gain) on sale of operating assets, net |
|
(5,456 |
) |
28 |
|
|
|
(5,428 |
) | |
|
|
160,954 |
|
38,021 |
|
9,213 |
|
208,188 |
| |
Operating income (loss) |
|
41,477 |
|
10,386 |
|
(9,213 |
) |
42,650 |
| |
Other income (expense): |
|
|
|
|
|
|
|
|
| |
Interest income |
|
1,907 |
|
|
|
|
|
1,907 |
| |
Interest expense |
|
(40,628 |
) |
(10,010 |
) |
(6,274 |
)(9) |
(56,912 |
) | |
Other income (expense), net |
|
1,458 |
|
|
|
|
|
1,458 |
| |
|
|
(37,263 |
) |
(10,010 |
) |
(6,274 |
) |
(53,547 |
) | |
Income (loss) from continuing operations before income taxes |
|
4,214 |
|
376 |
|
(15,487 |
) |
(10,897 |
) | |
Income tax expense from continuing operations |
|
(1,688 |
) |
(161 |
) |
|
|
(1,849 |
) | |
Net income (loss) from continuing operations |
|
$ |
2,526 |
|
215 |
|
(15,487 |
) |
(12,746 |
) |
|
|
|
|
|
|
|
|
|
| |
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
| |
Continuing operations |
|
$ |
0.18 |
|
|
|
|
|
(0.90 |
) |
Weighted average shares basic |
|
13,890,801 |
|
|
|
|
|
14,144,134 |
| |
|
|
|
|
|
|
|
|
|
| |
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
| |
Continuing operations |
|
$ |
0.17 |
|
|
|
|
|
(0.90 |
)(11) |
Weighted average shares diluted |
|
14,646,379 |
|
|
|
|
|
14,144,134 |
(12) |
See accompanying notes to the condensed consolidated financial statements.
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(Amounts in thousands)
|
|
Ascent |
|
Security |
|
Pro Forma |
|
Pro Forma |
| |
|
|
|
|
|
|
|
|
|
| |
Net Revenue |
|
$ |
344,953 |
|
78,478 |
|
(2,569 |
)(8) |
420,862 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |
Cost of Services |
|
49,791 |
|
12,262 |
|
|
|
62,053 |
| |
Selling, general, and administrative |
|
73,389 |
|
20,134 |
|
(1,829 |
)(6) |
91,694 |
| |
Amortization of subscriber accounts, dealer network, and other intangible assets |
|
163,468 |
|
24,470 |
|
36,880 |
(3) |
224,818 |
| |
Depreciation |
|
8,404 |
|
1,138 |
|
266 |
(2) |
9,808 |
| |
Loss (gain) on sale of operating assets, net |
|
(8,670 |
) |
|
|
|
|
(8,670 |
) | |
Loss on pension plan settlements |
|
6,571 |
|
|
|
|
|
6,571 |
| |
Impairment of assets held for sale |
|
1,692 |
|
|
|
|
|
1,692 |
| |
Contingent consideration expense |
|
|
|
982 |
|
|
|
982 |
| |
|
|
294,645 |
|
58,986 |
|
35,317 |
|
388,948 |
| |
Operating income (loss) |
|
50,308 |
|
19,492 |
|
(37,886 |
) |
31,914 |
| |
Other income (expense): |
|
|
|
|
|
|
|
|
| |
Interest income |
|
4,011 |
|
|
|
|
|
4,011 |
| |
Interest expense |
|
(71,390 |
) |
(15,816 |
) |
(16,486 |
)(9) |
(103,692 |
) | |
Realized and unrealized loss on derivative instruments |
|
(2,044 |
) |
|
|
|
|
(2,044 |
) | |
Refinancing expense |
|
(6,245 |
) |
|
|
|
|
(6,245 |
) | |
Other income, net |
|
3,696 |
|
|
|
|
|
3,696 |
| |
|
|
(71,972 |
) |
(15,816 |
) |
(16,486 |
) |
(104,274 |
) | |
Income (loss) from continuing operations before income taxes |
|
(21,664 |
) |
3,676 |
|
(54,372 |
) |
(72,360 |
) | |
Income tax expense from continuing operations |
|
(2,591 |
) |
(100 |
) |
|
|
(2,691 |
) | |
Net income (loss) from continuing operations |
|
$ |
(24,255 |
) |
3,576 |
|
(54,372 |
) |
(75,051 |
) |
|
|
|
|
|
|
|
|
|
| |
Basic and diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
| |
Continuing operations |
|
$ |
(1.73 |
) |
|
|
|
|
(5.26 |
) |
Weighted average shares basic and diluted |
|
14,026,102 |
|
|
|
|
|
14,279,435 |
(12) |
See accompanying notes to the condensed consolidated financial statements.
ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(1) Reflects net cash contributed to fund the Acquisition and other cash payments, including deferred financing and convertible note hedge costs, net of proceeds from the sale of warrants, and the repayment of $33.6 million of the revolving portion of the Monitronics Credit Facility outstanding as of June 30, 2013.
(2) Reflects fair value adjustments and pro forma depreciation expense adjustments for the acquisition of Security Networks property and equipment.
(3) Reflects fair value adjustments and pro forma amortization expense adjustments for the acquisition of Security Networks identifiable intangible assets, which are comprised of subscriber accounts, its dealer network and non-compete agreements. Subscriber accounts are amortized using the 14-year 235% declining balance method. Dealer network and non-compete agreements are amortized over their estimated remaining useful lives of 5 years on a straight-line basis.
(4) Reflects the elimination of Security Networks historical goodwill balance of $54.6 million and the origination of goodwill arising from Monitronics purchase of Security Networks. Adjusted goodwill reflects the preliminary estimated excess of purchase price over the fair value of assets acquired and liabilities assumed. The purchase price of Security Networks consisted of $482.9 million of cash and 253,333 shares of Ascent Series A common stock and has been allocated on a preliminary basis as follows (amounts in thousands):
Estimated fair value of assets acquired and liabilities assumed: |
|
|
| |
Subscriber accounts |
|
$ |
307,700 |
|
Dealer network and other intangible assets |
|
48,500 |
| |
Property and equipment |
|
1,404 |
| |
Other assets acquired |
|
4,953 |
| |
Goodwill |
|
173,724 |
| |
Estimated fair value of liabilities assumed |
|
(33,803 |
) | |
|
|
|
| |
Fair value of consideration |
|
$ |
502,478 |
|
(5) Reflects the additional deferred financing costs incurred on incremental debt obtained to finance the Acquisition, net of the elimination of Security Networks deferred financing costs not acquired and other fair value adjustments.
(6) Reflects fair value adjustments related to Security Networks revenue sharing program and elimination of historical revenue sharing expenses.
(7) Reflects accrued liabilities recognized in connection with the issuance the of the New Senior Notes and other purchase accounting adjustments, net of the elimination of Security Networks accrued interest that was paid off as of the closing date of the Acquisition.
(8) Represents purchase accounting adjustments related to Security Networks deferred revenues.
(9) Reflects incremental debt obtained to finance the Acquisition, net of the elimination of Security Networks debt not assumed. The adjustments include consideration of FASB ASC Topic 470-20, Debt with Conversion and Other Options, which requires the liability and equity component of convertible debt instruments to be accounted for separately. The statement of operations adjustments are to record pro forma interest expense on these incremental borrowings. Pro forma interest expense adjustments were calculated based on the weighted effective interest rate on incremental debt in connection with the Acquisition, including amortization costs of debt discounts and deferred financing costs.
(10) Reflects the elimination of Security Networks historical stockholders equity, the recognition of the equity component of the convertible debt instrument, the net impact of entering into the convertible note hedge and warrant equity contracts, and the issuance of 253,333 shares of Ascent Series A common stock as consideration paid for the Acquisition.
(11) Pro forma diluted earnings per share for the six months ended June 30, 2013, is calculated the same as pro forma basic EPS since the pro forma results in a net loss, which would make potentially dilutive securities antidilutive.
(12) Pro forma basic and diluted weighted average shares reflects an adjustment for the issuance of 253,333 shares of Ascent Series A common stock as consideration paid for the Acquisition.